UK merger control
Produced in partnership with Eversheds Sutherland LLP
UK merger control

The following Competition practice note Produced in partnership with Eversheds Sutherland LLP provides comprehensive and up to date legal information covering:

  • UK merger control
  • 1. Have there been any recent developments regarding the UK merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in the UK?
  • 2. Under the UK merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to 'minority shareholdings'?
  • 3. Are joint ventures caught by the national merger control provisions (including non-structural, cooperative joint ventures)?
  • 4. What are the merger control thresholds and would a purely foreign-to-foreign transaction be caught (commenting on any ‘effects’ doctrine/policy if relevant)?
  • 5. Are there any specific issues parties should be aware of when compiling and calculating the relevant turnover for applying the jurisdictional thresholds?
  • 6. Where the jurisdictional thresholds are met, is notification mandatory and must closing be suspended pending clearance?
  • 7. Is there any discretion to review transactions that fall below the notification thresholds?
  • 8. Is it possible to close the deal globally prior to local clearance?
  • 9. Is there a deadline for filing a notifiable transaction and what is the timetable thereafter for review by the CMA?
  • More...

A conversation with Peter Harper, partner, Annabel Borg, principal associate PSL and Claire Morgan, principal associate, in the London office of international law firm Eversheds Sutherland, on key issues on merger control in the UK.

NOTE–to see whether notification thresholds in the UK and throughout the world are met, see Where to Notify.

1. Have there been any recent developments regarding the UK merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in the UK?

Focused intervention across a range of transactions

The UK merger control regime is voluntary and the Competition and Markets Authority (CMA) can intervene in both anticipated and completed transactions which satisfy the jurisdictional thresholds. The CMA has a very active Mergers Intelligence Committee (MIC) which monitors transactions to determine whether unnotified transactions should be called in for review. In the financial year April 2018 to March 2019, the MIC reviewed over 600 transactions.

The CMA is intervening in a high proportion of transactions that it investigates and those that it does investigate can often raise potential competition law concerns. For example, of the 56 transactions it investigated in the financial year April 2018 to March 2019, two involved Phase I remedies and 11 were referred for an in-depth Phase 2 investigation of which eight were either prohibited, abandoned or involved

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